Resources / How many trustees does a charity need? Quorum and invalid decisions
How many trustees does a charity need? Quorum and invalid decisions
For most charities the law sets no fixed number of trustees. Your governing document does. The Charity Commission says you usually need at least three. The Charity Governance Code discusses board size: big enough to carry the work, small enough for genuine debate. Check your own rules first.
Is there a legal minimum number of trustees?
Usually not. For most charities in England and Wales there is no minimum set by statute. The rules that bind you are in your governing document (your constitution, trust deed or articles). It will normally say the lowest number of trustees the charity must have, and sometimes an upper limit too.
The Commission's guidance says you usually need at least three. That is guidance rather than law, but it has a reason behind it. Good practice is also for trustees to be unconnected to each other: not family members or business partners. Connected trustees tend to share the same conflicts of interest, and they cannot give each other independent challenge.
A board of one or two is fragile:
- Nobody can challenge a bad idea before it becomes a decision.
- One illness or one resignation and you cannot reach a quorum.
- The regulator's published inquiries return again and again to charities run by one dominant person or one family.
What is a quorum and where is ours defined?
A quorum is the number of trustees who must take part in a meeting for its decisions to count. Your governing document defines it. It might be a fixed number ("three trustees") or a fraction ("one third of the trustees, rounded up"), and some documents set a higher quorum for certain decisions.
Count only the trustees who are eligible to take part. A trustee with a conflict of interest who withdraws from an item often cannot count towards the quorum for that item. Governing documents differ on this, so read your own clause before the meeting, not after.
What happens if we decide without a quorum?
The decision may not be valid. The Commission's guidance is blunt: you cannot usually make valid trustee decisions at a meeting that is not quorate. An invalid decision can unravel later, which matters when money was spent or a trustee was appointed on the strength of it.
The same risk applies if the charity has fallen below the minimum number of trustees its governing document requires and carries on making ordinary decisions anyway.
If you discover that past decisions were taken without a quorum, do not hide it. Take advice if the decision was significant, then re-make it properly at a quorate meeting and minute both the mistake and the fix. The Commission's guidance on decision making (CC27) sets out what makes a trustee decision valid.
What if we fall below our quorum or minimum?
Most governing documents deal with this directly: when trustee numbers fall below the minimum, the remaining trustees may act only to fill the vacancies, and sometimes to call a members' meeting. Everything else waits until the board is back to strength.
So recruit before you are desperate. The Commission's recruitment guidance (CC30) says to take extra care about your quorum when trustees are leaving. A board that starts looking after someone resigns is already late.
How do we find new trustees?
- Start with a skills audit. List what the board needs (money, safeguarding, the charity's field of work) and where the gaps are.
- Advertise openly. Recruiting friends of friends produces boards that all think alike. An open advert reaches people you do not already know.
- Use trustee recruitment services. Free matching services and local volunteer centres exist for exactly this.
- Induct properly. A new trustee needs the governing document, the latest accounts and recent minutes before their first meeting. Our guide to your first 90 days as a trustee covers the rest.
Point candidates at what a charity trustee does so they know what they are saying yes to.
Why do small charities run out of trustees?
Succession is the quiet killer. Nobody plans to end up with two trustees; boards get there one unreplaced resignation at a time. Two habits prevent it: term limits, so departures are predictable rather than sudden, and a standing agenda item on recruitment, so the search starts while the board is still full. When someone does step down, do it properly: our guide to resigning or removing a trustee covers the mechanics.